Terms and conditions

Article 1 - Definitions and scope

1.1. These General Terms of Sale (hereinafter “GTS”) apply to all offers and sales contracts concluded by DRH MARKET Sarl, a limited liability company registered with the Trade and Companies Register of Nîmes under number 792 635 856, whose registered office is located at 100 Route de Nîmes, 30132 Caissargues, France (hereinafter “the Seller” or “the Company”), with any natural or legal person acting within the scope of its professional activity (hereinafter “the Customer” or “the Buyer”).

1.2. The applicability of the Customer's general terms of purchase is expressly excluded.

1.3. Any derogation from these GTS shall only be valid if it has been accepted in writing by the Seller.

Article 2 - Commercial offers

2.1. Any commercial offer issued by the Seller is made without obligation and subject to written confirmation, even if it includes an acceptance period, unless expressly stipulated otherwise in writing.

2.2. The notices, information, statements and samples provided by the Seller, in any form whatsoever, are merely indicative and do not bind the Seller, unless expressly stipulated otherwise in the contract.

2.3. Proforma invoices issued by the Seller are valid for a period of forty-five (45) calendar days from their date of issue. After this period, the prices and conditions proposed are subject to change without notice.

Article 3 - Formation of the contract

3.1. The contract, including any modification or addition, is only deemed validly formed after written acceptance by the Seller, except where the Seller has begun performance of the order.

3.2. The contract is formed in writing at the time of signature by the management of the Company and by the Customer, or on the date of dispatch (by post or fax) by the Seller of the written order confirmation signed by its management, or of the Seller's invoice. Promises and arrangements made with the Seller's subordinates do not bind the Seller, unless confirmed in writing by its management.

3.3. The contract represents the entirety and accuracy of the content of the agreement concluded. The Seller's order confirmation or the Seller's invoice is deemed to represent exactly the content of the agreement, unless the Customer immediately protests in a reasoned manner and in writing.

3.4. The order is only deemed definitively accepted upon receipt by the Seller of the duly validated proforma invoice accompanied by proof of payment of the deposit required in accordance with the agreed payment terms.

3.5. Slight variations within the limits of customary tolerances are permitted during performance of the contract.

3.6. Any unilateral cancellation by the Customer is null and void, except with the express written agreement of the Seller.

Article 4 - Purpose - Commercial intermediary activity

4.1. The Seller carries out a commercial intermediary activity for export, specialising in the international distribution of fast-moving consumer goods (FMCG). The Seller acts as an intermediary between European brand manufacturers and international distributors.

4.2. The Seller is not the manufacturer of the products sold. As a commercial intermediary, the Seller undertakes to supply products that comply with the specifications of the original manufacturers, but disclaims any liability for design, manufacturing or intrinsic conformity defects of the products, which fall exclusively under the responsibility of the original manufacturers and brands, subject to the applicable mandatory provisions on liability for defective products.

4.3. The essential characteristics of the products are presented in the proforma invoices, commercial offers and catalogues sent to the Customer.

Article 5 - Confidentiality

The Customer undertakes to observe the strictest confidentiality towards any third party concerning all commercial information relating to the Seller that has been communicated to it or of which it has become aware in the context of the offer or the contract.

Article 6 - Prices

6.1. The prices indicated or agreed by the Seller are exclusive of tax, exclusive of Value Added Tax (VAT) and exclusive of other taxes and duties, and are based on the delivery conditions mentioned in the following articles.

6.2. Where VAT or other taxes are not due because the goods are intended for intra-Community delivery or export, these taxes will nevertheless be invoiced but credited if the Customer proves that such a delivery has actually taken place.

6.3. The Seller reserves the right to modify the prices indicated or agreed in the event of an increase in the prices of goods, raw materials or components to be obtained from third parties, wages, social charges, transport costs, insurance premiums or other cost factors (including exchange rate variations) and taxes (including import and transit duties).

6.4. All ancillary costs (taxes, customs duties, administrative formalities in the country of destination, insurance, international transport) are borne exclusively by the Customer, in accordance with the agreed incoterm.

Article 7 - Payment terms

7.1. Unless expressly agreed otherwise in writing, payment is made exclusively by bank transfer to the Seller's bank account, the details of which are indicated on each proforma invoice.

7.2. The specific payment terms applicable to each transaction (amount of the deposit, terms of payment of the balance) are defined and specified on the proforma invoice provided to the Customer.

7.3. Absolute principle: No goods will leave the Seller's warehouses before the effective and full collection of 100% of the total amount of the order (deposit and balance). This rule applies without exception to all transactions, including in the case of a documentary credit, which must be confirmed and usable before any loading.

7.4. The Seller grants no payment term after delivery or provision of the goods.

7.5. All payments are made without deduction or set-off, in the currency indicated on the invoice. If the Customer claims to have a claim against the Seller relating to the performance of the contract, it is not released from its obligation to pay in accordance with the agreed terms.

7.6. If the Seller has well-founded fears that the Customer will not fulfil its obligations, the Seller is entitled, at its discretion, to require the Customer to provide sufficient guarantees as to the performance of its payment obligations, before performing or continuing to perform the contract. The Seller is authorised to suspend the performance of its obligations until the Customer has provided said guarantees.

7.7. In the event of late payment, without any prior formal notice being necessary, the Customer is automatically in default and must pay late-payment interest at the legal rate increased by three times that rate, calculated on the amount due from the date on which payment should have been made at the latest, without prejudice to the Seller's other rights (including the right to compensation for exchange losses).

7.8. In the event of late payment, the Customer is automatically liable for a fixed indemnity of 40 euros for recovery costs, in accordance with Article D. 441-5 of the French Commercial Code. Where the recovery costs incurred exceed the amount of this fixed indemnity, the Seller may claim additional compensation upon presentation of supporting documents. All other judicial and extrajudicial costs incurred by the Seller remain payable by the Customer.

Article 8 - Delivery and lead times

8.1. Unless expressly agreed otherwise in writing, delivery is made under the “Ex Works” (EXW) incoterm from the Seller's logistics warehouses located in France. The interpretation of the delivery conditions is determined by the most recent edition of the Incoterms® published by the International Chamber of Commerce in force at the time of conclusion of the contract (currently Incoterms® 2020).

8.2. The delivery period begins at the latest on the date of conclusion of the contract or on the date on which the Seller has all the documents, information, authorisations, exemptions and approvals necessary for the delivery of the goods, or on the date of receipt by the Seller of an advance payment or the provision of a guarantee.

8.3. The delivery period is based on the circumstances applicable at the time of conclusion of the contract and on the timely delivery of the materials and goods ordered by the Seller for the performance of the contract. In the event of a delay resulting from changes in these circumstances or from the fact that the materials and/or goods ordered in good time have not been delivered on time, the delivery period is extended by a reasonable period taking into account all the circumstances.

8.4. The delivery date of the goods is the moment when the goods, with the exception of non-essential parts, are ready to be shipped and the Seller has informed the Customer thereof, or the moment when the goods have left the Seller's premises to be transported to the Customer.

8.5. The Seller is authorised at any time to make partial deliveries, unless expressly agreed otherwise.

8.6. The delivery date is not considered a firm date, unless expressly agreed otherwise. In the event of an attributable overrun of the delivery date, formal notice is always required. The Customer cannot derive any right from the attributable overrun of the delivery date insofar as a period of three (3) months is not exceeded.

8.7. If the Seller is late with respect to the delivery date, the Customer is only entitled to termination of the contract. In this case, the amounts paid in advance are refunded, without interest compensation however.

Article 9 - Provision periods and storage

9.1. The goods are made available to the Customer at the designated warehouse for a period of seven (7) calendar days from the notification of availability sent by the Seller.

9.2. Beyond this period and in the absence of effective collection of the goods by the Customer or its carrier, daily storage costs per pallet will be invoiced to the Customer according to the rates communicated in the logistics offer or the proforma invoice.

9.3. In the event of an overrun of the provision period exceeding thirty (30) calendar days without written justification accepted by the Seller, an additional fixed penalty per pallet will be applied in addition to the daily storage costs.

9.4. If perishable products are not collected within the prescribed period, the Seller reserves the right to destroy the deteriorated goods at the Customer's expense, without being liable for any compensation. The destruction costs will be invoiced to the Customer.

Article 10 - Transport

10.1. In all cases and whatever the agreed delivery condition, the Seller is entitled to have the goods transported, unloading included, at the Customer's expense and risk, by a method determined by the Seller and using means of transport of the Seller's choice. Where transport is organised by the Seller at the Customer's request or for reasons of operational convenience, the Seller acts exclusively as the Customer's agent, without any transfer of liability or risk beyond the provision of the goods in accordance with the agreed incoterm.

10.2. The Seller is not responsible for (the Customer's use of) documents (provided by the Seller) for the transport of the goods to the place of destination.

10.3. At the Seller's first request, the Customer shall provide all the guarantees necessary for the documents required for the transport of the goods to the place of destination.

10.4. If circumstances beyond the Seller's control prevent the transport of the goods to the agreed place, or if the Customer fails to take delivery of the goods, the Seller has the right, at its choice, either to take back the products or to store the goods (or have them stored) at the Customer's expense and risk. All return and storage costs are borne by the Customer, who is furthermore required to fulfil its obligations towards the Seller as if delivery had taken place.

Article 11 - Packaging

11.1. Single-use packaging is not taken back by the Seller. The Seller has the right, at its choice, to take back or not the multiple-use packaging.

11.2. The Seller has the right to invoice the Customer for multiple-use packaging as a separate item on the invoice, together with the goods delivered.

11.3. In the cases referred to in paragraph 2 of this article, the Seller sends a credit note crediting the Customer with the amount invoiced for the packaging returned to the Seller at the Customer's expense upon receipt of said packaging, unless the returned packaging is in a condition inferior to that at the time of acceptance by the Customer, in which case the amount credited is reduced accordingly.

11.4. Damage to the goods caused by the destruction or damage of the packaging is always at the Customer's risk.

Article 12 - Transfer of risk and retention of title

12.1. The Customer bears the risk of all direct and indirect damage that may be caused to the goods, immediately after the goods are deemed delivered in accordance with Article 8.

12.2. The Seller retains ownership of all goods delivered until full payment of all amounts owed by the Customer in respect of goods delivered or to be delivered by the Seller to the Customer under any contract, as well as in respect of any failure to perform such contracts by the Customer.

12.3. The Customer is required to store the goods delivered under retention of title with the necessary care and to store them as identifiable property of the Seller. The Customer is furthermore required to insure the goods against damage or loss, whatever the cause, during the period of retention of title. Said insurance designates the Seller as (co-)insured with an independent right of claim against the insurer(s), and the Customer makes the policies of these insurances available to the Seller for inspection on request.

12.4. The Seller is entitled to take back immediately and without prior formal notice all goods delivered under retention of title that are still present at the Customer's premises in the event of the Customer's failure to perform its obligations. The Customer irrevocably authorises the Seller to exercise this right of recovery to the extent necessary.

12.5. If and to the extent that the Seller has exercised its right of recovery referred to in the previous paragraph, the contract is terminated in whole or in proportional part without judicial intervention, without prejudice to the Seller's right to compensation for damage and costs. The Customer is then credited with the market value (which may in no case be higher than the original purchase price), reduced by the damage suffered and the costs incurred by the Seller.

12.6. The Customer carrying out its professional activity is authorised, within the framework of its commercial operations, to sell and deliver to third parties the goods delivered to it under retention of title. In the event of such sales, the claim owed by the Customer to the Seller concerning the goods resold by the Customer becomes immediately and fully due, insofar as said claim was not already due.

12.7. The Customer is always required to inform third parties of the Seller's retention of title. In addition, the Customer is required to inform the Seller of the location of the goods and of the person or company to which said goods may have been sold, if the Seller so requires.

Article 13 - Samples

The Customer has the right to ask the Seller to make available to it one or more samples of the goods before delivery. If the Customer refrains from doing so, it is deemed to accept in advance the quality and condition of the goods.

Article 14 - Claims

14.1. Claims may only relate to the quantity, weight or specifications, as well as to the non-conformity of the goods delivered with the samples made available by the Seller.

14.2. The Customer shall inspect the goods immediately, at the latest upon arrival.

14.3. Any claim concerning defects observable during inspection of the goods, as well as claims relating to quantity, weight or specifications, must be made in writing within seventy-two (72) hours following delivery, with a complete description of the alleged defects, failing which any claim in this respect will be inadmissible.

14.4. Any claim concerning other defects must be made in writing within seven (7) days following their discovery, with a complete description of the alleged defects, but at the latest within three (3) months following delivery, failing which any claim in this respect will be inadmissible.

14.5. Any claim by the Customer concerning the goods delivered will also be inadmissible if:

• a. the contract concerns the delivery of used or damaged goods;
• b. the goods have been processed or the goods are no longer identifiable as originating from the Seller;
• c. the defects are (also) caused by normal wear and tear, improper and/or incorrect handling, use and/or storage or maintenance of the goods;
• d. the Customer has not immediately given the Seller the opportunity to investigate the claims and fulfil its obligations;
• e. the Customer has not fulfilled, or not fulfilled in time or sufficiently, an obligation incumbent upon it.

Article 15 - Warranties and Seller's liability

15.1. Limitation of liability - Commercial intermediary: The Seller, acting as a commercial intermediary, is only liable for defects or non-conformities directly attributable to it within the framework of its intermediary activity (referencing error, defect in storage under its custody, etc.).

15.2. Manufacturers' liability: All design, manufacturing, intrinsic product quality, compliance with applicable standards or product safety defects fall under the exclusive responsibility of the original manufacturers and brands. The Customer acknowledges that the Seller cannot be held liable for failures, product recalls, regulatory non-conformities or any other problem related to the design or manufacture of the products sold, subject to the mandatory provisions of the law on liability for defective products. In the event that the Seller's liability is engaged in respect of the intrinsic quality of the products, it would be capped at the amount of the order concerned.

15.3. In the event of a defect attributable to the manufacturer, the Seller undertakes to assist the Customer, to the extent reasonable, in exercising its direct remedies against the manufacturer or brand concerned, but cannot substitute itself for the latter in the performance of their warranty obligations.

15.4. Concerning parts and/or goods obtained from third parties that have not been processed by the Seller, the Customer can only assert its rights against the Seller to the extent that the Seller can in turn assert rights against its supplier. If this is the case, the Seller is in any event discharged towards the Customer by transferring its rights against its supplier to the Customer.

15.5. Without prejudice to the provisions of the preceding paragraphs of this article, in the event of justified claims submitted within the deadlines, the Seller is only required, at its choice, to repair the goods, to make a new delivery or to credit the Customer for the defective goods. These GTS apply without reservation to any new delivery.

15.6. The Seller's liability under the contract is limited to the performance of the obligations described in the contract and in this article.

15.7. The Seller's liability never covers commercial damage or any other indirect damage.

15.8. In any event, the Seller's total liability, all damages combined, cannot exceed the amount of the order concerned.

Article 16 - Customs and regulatory compliance on import

16.1. The products sold by the Seller comply with the French and European regulations in force at the time they are made available on French territory.

16.2. The Customer is solely responsible for ensuring that the products ordered comply with the regulations applicable in the country of final destination, in particular regarding health standards, labelling, certification, product registration and any other local requirement.

16.3. The Customer is solely responsible for obtaining all licences, authorisations, registrations and other formalities necessary for the import, marketing and use of the products in the country of destination.

16.4. The Seller cannot be held liable in the event of customs blocking, refusal, destruction, seizure or any other measure taken by the authorities of the country of destination due to non-conformity of the products with the applicable local regulations.

16.5. The Customer undertakes to indemnify and hold the Seller harmless against any claim, action, cost, damage or loss resulting from a lack of conformity of the products with the regulations of the country of destination.

Article 17 - International sanctions and embargoes

17.1. The Seller strictly complies with the international sanctions enacted by the European Union, the United Nations, the United States of America (OFAC) and any other applicable jurisdiction.

17.2. The Customer declares and warrants that it is not established in a country under embargo or international sanctions, that it does not appear on any sanctions list (in particular the EU, UN or OFAC lists), and that the products ordered are not intended to be delivered, directly or indirectly, to a country under embargo or to an entity subject to sanctions.

17.3. The Seller reserves the right to suspend or cancel immediately, without notice or compensation, any order or delivery in the event of reasonable doubt as to compliance with the applicable international sanctions, or in the event of a change in the sanctions regimes rendering performance of the contract illegal or contrary to the Seller's obligations.

17.4. In the event of suspension or cancellation for this reason, the Seller cannot be held liable for any damage, and the sums already paid will be refunded to the Customer after deduction of the costs incurred by the Seller.

Article 18 - Traceability, batch numbers and durability dates

18.1. The products delivered bear the batch numbers and minimum durability dates (best-before dates) or use-by dates affixed by the original manufacturers. The Seller guarantees that the products delivered have a reasonable residual shelf life at the time they are made available, unless a specific stipulation is agreed in writing.

18.2. The Customer is solely responsible for the management of the products after they are made available, in particular with regard to compliance with the storage, transport and marketing conditions allowing the quality and safety of the products to be preserved until their final consumption.

18.3. The Seller cannot be held liable for the consequences of a late resale, distribution or use of the products by the Customer or subsequent distributors, since the durability dates were compliant at the time they were made available.

18.4. In the event of a product recall initiated by the manufacturer or the competent authorities, the Customer undertakes to cooperate fully with the Seller to ensure the traceability of the products and the implementation of the necessary corrective measures. The Customer undertakes in particular to communicate to the Seller without delay any information in its possession concerning the location and distribution of the products concerned.

Article 19 - Return of goods

It is not permitted to return goods delivered by the Seller without the prior written consent of the Seller. If returns are made, they are always at the sender's expense and risk.

Article 20 - Product availability

20.1. Orders are fulfilled subject to available stock.

20.2. In the event of total or partial unavailability of the products ordered after acceptance of the order, the Seller undertakes to inform the Customer as soon as possible and to propose, as the case may be, a substitute product of equivalent quality and price, a refund of the sums paid for the unavailable products, or a partial delivery with adjustment of the total price.

20.3. If, due to circumstances beyond the Seller's control, delivery of the products ordered cannot be made within a period of three (3) months from the order date, the Customer may, on written request, obtain cancellation of its order and a full refund of the sums paid, without being able to claim any compensation whatsoever.

Article 21 - Force majeure

21.1. The term force majeure in these conditions designates any circumstance beyond the Seller's control, unforeseeable at the time of conclusion of the contract, which permanently or temporarily prevents performance of the contract, and, insofar as they are not already included, war, the danger of war, civil war, riots, strikes, employee lock-outs, freight problems, fire, weather conditions preventing work and other interruptions to the Seller's operations or the operations of the Seller's suppliers, as well as the default of the Seller's suppliers.

21.2. In the event of impediment to the performance of the contract due to force majeure, the Seller has the right, without judicial intervention, either to suspend performance of the contract for a maximum period of three (3) months, or to dissolve the performance of the contract in whole or in part, without the Seller being required to pay any compensation.

Article 22 - Customer default

In the cases provided for by law, as well as in the event that the Customer fails to fulfil, or fails to fulfil in time or sufficiently, one or more obligations arising for it from the contract, including the provisions of these GTS, or in the event that there is serious doubt as to the Customer's ability to fulfil its contractual obligations towards the Seller, as well as in the event of bankruptcy, suspension of payments, total or partial cessation of work, liquidation, transfer or pledging of the Customer's business, including the transfer or pledging of a significant part of its receivables, and furthermore in the event of attachment before judgment or in execution of the Customer's property, the Seller has the right, without formal notice or judicial intervention, either to suspend performance of the contract for a maximum period of three (3) months, or to dissolve the contract in whole or in part, without being liable for any compensation or guarantee, and without prejudice to its other rights.

Article 23 - Suspension and dissolution - Consequences

23.1. In the event of suspension of its obligations by the Seller, the latter is authorised, and obliged at the end of the suspension period, to opt for performance or complete or partial dissolution of the contract.

23.2. In the event of suspension or partial dissolution under the provision of the previous article, the agreed price becomes immediately due, after deduction of the costs not incurred by the Seller as a result of the suspension or partial dissolution. In the event of partial dissolution, the Customer is furthermore required, after payment of the amount due under the previous sentence, to take possession of the goods covered by this payment, failing which the Seller has the right to have these goods stored at the Customer's risk and expense, or to have them sold at its expense.

23.3. If the Customer returns the goods it has received from the Seller after dissolution of the contract, said return of the goods is always at the Customer's risk and expense, until said goods have been taken into possession by the Seller.

Article 24 - Intellectual property

All commercial documents, offers, catalogues, visuals and other communication materials of the Seller remain its exclusive property and are protected by the intellectual property rights in force. The Customer refrains from any reproduction, representation, distribution or exploitation, in whole or in part, of these documents without the prior written authorisation of the Seller.

Article 25 - Protection of personal data

In accordance with the General Data Protection Regulation (GDPR) 2016/679 of 27 April 2016 and the French Data Protection Act of 6 January 1978 as amended, the Customer's personal data collected by the Seller are necessary for the management of orders and the performance of the contract.

Legal basis for processing: The performance of the commercial contract concluded between the Seller and the Customer.

Retention period: Personal data are kept for the duration of the commercial relationship and for a period of ten (10) years from the end of the commercial relationship, in accordance with the applicable legal accounting and tax obligations.

Recipients: These data are intended for the exclusive use of the Seller and its technical service providers (logistics providers, carriers, IT service providers) strictly necessary for the performance of the contract. The data will under no circumstances be transferred to third parties for commercial purposes.

Rights of data subjects: The Customer has a right of access, rectification, erasure, restriction of processing, portability and objection to the processing of its personal data, which it may exercise by sending a written request accompanied by a copy of an identity document to the address of the Seller's registered office or by email to [email protected].

Right to lodge a complaint: The Customer also has the right to lodge a complaint with the French Data Protection Authority (CNIL), the supervisory authority competent for the protection of personal data in France (www.cnil.fr).

Article 26 - General provisions

26.1. If one or more provisions of the contract, including the provisions of these GTS, are void or become legally invalid, the other provisions of the contract remain in force. The parties shall consult each other on the provisions that are void or have become legally invalid, in order to establish an alternative arrangement.

26.2. If one or more provisions of the contract, including the provisions of these GTS, conflict with mandatory provisions enacted or to be enacted by a competent authority, the latter provisions are deemed to replace the provisions of the contract concerned.

Article 27 - Governing law and jurisdiction

27.1. The contract, as well as all subsequent agreements arising from or resulting from it, are governed and interpreted in accordance with French law, with the exception of the provisions of the Vienna Convention on Contracts for the International Sale of Goods or any other future international regulation on the purchase of movable goods, the applicability of which may be excluded by the parties.

27.2. For any dispute relating to the contract or to the subsequent agreements arising from or resulting from it, the competent court of the place of the Seller's registered office (Nîmes, France) has sole jurisdiction at first instance, unless the Seller explicitly opts for the jurisdiction of the court of the Customer's domicile or place of establishment.

27.3. In the event of a dispute or disagreement, the parties undertake to seek, prior to any legal action, an amicable solution by way of direct negotiation.

Article 28 - Amendment of the General Terms of Sale

The Seller reserves the right to modify these General Terms of Sale at any time. The applicable GTS are those in force on the date the order is placed by the Customer.